Dockwise Ltd : Dockwise Ltd : Dockwise applies for delisting from Euronext

  Dockwise Ltd : Dockwise Ltd : Dockwise applies for delisting from Euronext

This press release is issued by Royal Boskalis Westminster N.V. (Boskalis) and
Dockwise Ltd. (Dockwise) pursuant to the provisions of Article 5-12 of the
Norwegian Securities Trading Act (Verdipapirhandelloven), Article 5:25i
paragraph 2 of the Dutch Act on Financial Supervision (Wet op het Financieel
Toezicht) and Article 4 of the Dutch Decree on Public Takeover Bids (Besluit
openbare biedingen Wft) in connection with its public offer for Dockwise. This
announcement does not constitute an offer, or any solicitation of any offer,
to buy or subscribe for any securities. This announcement is not for release,
publication or distribution, in whole or in part, directly or indirectly, in
or into Canada or Japan. Terms not defined in this press release will have the
meaning as set forth in the offer document of 8 February 2013 (the Offer

Reference is made to the Offer Document and the press release of 8 February
2013 in which Boskalis Holding B.V. (the Offeror), a wholly-owned subsidiary
of Boskalis, launched a mandatory cash offer for all issued and outstanding
ordinary shares of Dockwise (the Shares) at an offer price of EUR 18.50/ NOK
137.65 per Share cum dividend (the Offer) and the press release of13 February
2013 in which Dockwise announced to support the combination of Dockwise and
Boskalis and to recommend the Offer.

In anticipation of the completion of the Offer, Dockwise and Boskalis hereby
announce that they have requested the delisting of the Shares from Euronext
Amsterdam, subject to the condition that the Shares held by Boskalis, together
with the Shares tendered under the Offer, constitute more than 95% of the
total number of Shares following the expiry of the Offer Period. If the
abovementioned condition is satisfied (and in accordance with Euronext
Amsterdam Notice 2004-41) the last day of trading of the Shares on Euronext
Amsterdam will be 11 April 2013. This means that the termination of the
listing of the Shares on Euronext Amsterdam shall be effective as of 12 April

With reference to Section 7.9 of the Offer Document, the Offeror will also
apply for delisting of the Shares from the Oslo Stock Exchange as soon as
possible following completion of the Offer. Such application requires the
approval of the general meeting of Dockwise, which is proposed to be resolved
at the Annual General Meeting to be held on 5 April 2013.

Shareholders should be aware that the Shares will no longer be tradable on
Euronext Amsterdam through Euroclear Nederland following the termination of
the listing of the Shares on Euronext Amsterdam. For as long as the Shares
remain listed on the Oslo Stock Exchange, which may only be for a short period
of time following the delisting on Euronext Amsterdam, Shareholders who wish
to continue to trade their Shares on a stock exchange will need to transfer
their Shares to the VPS system by using the standard conversion form and by
following the instructions included therein.

Shareholders who do not want to hold non-listed Shares may wish to consider to
tender their Shares under the Offer during the Offer Period, which will expire
on 13 March 2013 at 17:40 CET. In this respect, it is noted that there will
not be a post-closing acceptance period allowing Shareholders an additional
opportunity to tender their Shares.

In order for Shareholders holding Shares through the VPS to accept the Offer,
a VPS Acceptance Form must be correctly filled out, signed and delivered to,
and received by, the Norwegian Receiving Agent prior to the end of the Offer

Shareholders holding Shares through Euroclear Nederland must have validly made
their acceptances known via their bank or broker to the Netherlands Receiving
Agent prior to the end of the Offer Period to accept the Offer.

Reference is made to Sections 6.7.2 through 6.7.4 of the Offer Document.

Shareholders who have validly tendered and transferred (geleverd) their Shares
for acceptance pursuant to the Offer prior to the expiry of the Offer Period
will receive the Offer Price in respect of each Share tendered no later than
on 20 March 2013.

The Offer Price will be settled in cash in EUR with respect to Shareholders
holding shares through Euroclear Nederland and Shareholders individually
recorded in the register of members of Dockwise. The Offer Price will be
settled in cash in NOK with respect to Shareholders holding shares through the

The Offeror is making the Offer on the terms and subject to the conditions and
restrictions contained in the Offer Document.

This announcement contains selected, condensed information regarding the Offer
and does not replace the Offer Document. The information in this announcement
is not complete and additional information is contained in the Offer Document.
Shareholders are advised to review the Offer Document in detail and to seek
independent advice where appropriate in order to reach a reasoned judgment in
respect of the Offer and the content of the Offer Document.

Copies of the Offer Document are available free of charge at the website of
Boskalis ( and at the offices of Nordea Bank Norge ASA (the
Norwegian Receiving Agent) and ABN AMRO Bank N.V. (the Netherlands Receiving
Agent) (together the Receiving Agent) and the Offeror:

Nordea Bank Norge ASA
Securities Services- Issuer Services
P.O. Box 1166 Sentrum
NO-0107 Oslo
Telephone: + 47 22 48 62 62
Telefax: + 47 22 48 63 49

Department Equity Capital Markets HQ 7050
Gustav Mahlerlaan 10
The Netherlands
Telephone: +31 20 344 2000
Fax: +31 20 628 8481

The Offeror
Boskalis Holding B.V.
Rosmolenweg 20
3356 LK Papendrecht
The Netherlands


Dockwise: Fons van Lith
M: +31 (0)6 51 314 952 or T: +31 (0)76 5484116


Boskalis: Martijn L.D. Schuttevâer
T +31 (0)78 6969310
F +31 (0)78 6969020

The Offer is being made with due observance of such statements, conditions and
restrictions as are included in the Offer Document. The Offeror reserves the
right to accept any tender under the Offer, which is made by or on behalf of a
Shareholder, even if it has not been made in the manner set out in the Offer

The Offer is not being made, and the Shares will not be accepted for purchase
from or on behalf of any Shareholder, in any jurisdiction in which the making
of the Offer or acceptance thereof would not be in compliance with the
securities or other laws or regulations of such jurisdiction or would require
any registration, approval or filing with any regulatory authority not
expressly contemplated by the terms of the Offer Document. Persons obtaining
the Offer Document are required to take due note and observe all such
restrictions and obtain any necessary authorisations, approvals or consents
(to the extent applicable). Outside of the Netherlands and the United States,
no actions have been taken (nor will actions be taken) to make the Offer
possible in any jurisdiction where such actions would be required. In
addition, the Offer Document has not been filed with nor recognised by the
authorities of any jurisdiction other than the Netherlands. Neither the
Offeror, nor Boskalis nor any of its advisers accepts any liability for any
violation by any person of any such restrictions. Any person (including,
without limitation, custodians, nominees and trustees) who forwards or intends
to forward the Offer Document or any related document to any jurisdiction
outside the Netherlands should carefully read Sections 2, 3 and 4 of the Offer
Document (Statement by the Offeror, Important Information and Restrictions)
before taking any action. The release, publication or distribution of the
Offer Document in jurisdictions other than the Netherlands may be restricted
by law and therefore persons into whose possession the Offer Document comes
should inform themselves about and observe such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the law of any
such jurisdiction. This announcement is not to be published or distributed in
or to Canada or Japan.

Notice to U.S. holders of Shares
The Offer is made for the securities of a Bermuda company and is subject to
disclosure requirements which differ from those of the United States. The
financial information of Dockwise included or referred toin this announcement
has been prepared in accordance with International Financial Reporting
Standards as adopted by the European Union and, accordingly, may not be
comparable to financial information of U.S. companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States. The Offer will be made in the
United States pursuant to the applicable U.S. tender offer rules and otherwise
in accordance with the applicable regulatory requirements in Norway and The
Netherlands. Accordingly, the Offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments, that are different
from those applicable under U.S. domestic tender offer procedures and law. The
receipt of cash pursuant to the Offer by a U.S. holder of Shares will be a
taxable transaction for U.S. federal income tax purposes and may be a taxable
transaction under applicable state and local, as well as foreign and other tax
laws. Each holder of Shares is urged to consult his independent professional
advisor immediately regarding the tax consequences of acceptance of the Offer.
It may be difficult for U.S. holders of Shares to enforce their rights and
claims arising out of the U.S. federal securities laws, since the Offeror and
Dockwise are located in a country other than the United States, and some or
all of their officers and directors may be residents of a country other than
the United States. U.S. holders of Shares may not be able to sue a non-U.S.
company or its officers or directors in a non-U.S. court for violations of the
U.S. securities laws. Further, it may be difficult to compel a non-U.S.
company and its affiliates to subject themselves to a U.S. court's judgment.

In accordance with standard Norwegian and Dutch practice and pursuant to Rule
14e-5(b) of the U.S. Securities Exchange Act of 1934, as amended, the Offeror
or its nominees, or its brokers (acting as agents), or affiliates of the
Offeror's financial advisors, may from time to time make certain purchases of,
or arrangements to purchase, Shares outside of the United States, other than
pursuant to the Offer, before or during the period in which the Offer remains
open for acceptance. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. To the
extent required in Norway or in the Netherlands, any information about such
purchases will be announced by press release and posted on the website of
Boskalis at

Canada and Japan
The Offer is not, directly or indirectly, being made in or into, or by use of
the mailing systems of, or by any means or instrumentality (including, without
limitation, electronic mail, post, telephone, facsimile, telex or electronic
transmission) of interstate or foreign commerce of, or of any facility of a
securities exchange of Canada and Japan, and the Offer cannot be accepted by
any such use, means, instrumentality or facility or from within Canada or
Japan. Accordingly, the Offer Document and any related documents are not being
and must not be mailed or otherwise distributed or sent in or into Canada or
Japan or to such persons in their capacity of custodians, trustees, or
nominees holding shares for Canadian and Japanese persons. Persons receiving
such documents (including, without limitation, custodians, nominees and
trustees) must not distribute or send them into such jurisdictions and doing
so will render invalid any relevant purported acceptance of the Offer.

The Offer Document includes "forward-looking statements", including statements
about the expected timing and completion of the Offer. Forward-looking
statements involve known or unknown risks and uncertainties because they
relate to events and depend on circumstances that all occur in the future.
Generally, words such as may, should, aim, will, expect, intend, estimate,
anticipate, believe, plan, seek, continue or similar expressions identify
forward-looking statements. Although the Offeror and Boskalis believe that the
expectations reflected in such forward-looking statements are based on
reasonable assumptions, no assurance can be given that such statements will be
fulfilled or prove to be correct, and no representations are made as to the
future accuracy and completeness of such statements. The forward-looking
statements involve unknown risks, uncertainties and other factors, many of
which are outside the control of the Offeror and Boskalis, and are difficult
to predict. These forward-looking statements are not guarantees of future
performance. Any such forward-looking statements must be considered together
with the fact that actual events or results may vary materially from such
forward-looking statements due to, among other things, political, economic or
legal changes in the markets and environments in which the Offeror and
Boskalis do business, to competitive developments or risks inherent to the
business plans of the Offeror and Boskalis, and to uncertainties, risk and
volatility in financial markets and other factors affecting the Offeror and

The Offeror and Boskalis undertake no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by applicable laws and regulations or
by any appropriate regulatory authority.

Background information:
Dockwise Ltd., a Bermuda incorporated Company, has a workforce of more than
1,400 people both offshore and onshore. The Company is the leading marine
contractor providing total transport services to the offshore, onshore and
yachting industries as well as installation services of extremely heavy
offshore platforms. The Group is headquartered in Breda, the Netherlands. The
Group's main commercial offices are located in the Netherlands, the United
States and China with sales offices in Korea, Australia, Brazil, Russia,
Singapore, Malaysia, Mexico and Nigeria. The Dockwise Yacht Transport business
unit is headquartered in Fort Lauderdale and has an office in Italy. The
Dockwise Shipping network is supported by agents in Norway, Argentina and
Italy. To support all of its services to customers, the group also has three
additional engineering centers in Houston, Breda and Shanghai and operates a
fleet of 25 purpose built semisubmersible vessels (including Dockwise
Vanguard, Finesse and White Marlin). Dockwise shares are listed on the Oslo
Stock Exchange and on NYSE Euronext Amsterdam.
For further information:

Royal Boskalis Westminster N.V. is a leading global services provider
operating in the dredging, maritime infrastructure and maritime services
sectors. The company provides creative and innovative all-round solutions to
infrastructural challenges in the maritime, coastal and delta regions of the
world with the construction and maintenance of ports and waterways, land
reclamation, coastal defense and riverbank protection. In addition, Boskalis
offers a wide variety of marine services and contracting for the offshore
energy sector including subsea, heavy transport, lifting and installation
(through Boskalis Offshore) and towage and salvage (through SMIT). It also has
strategic partnerships in the Middle East (Archirodon) and in terminal
services (Smit Lamnalco). With a versatile fleet of over 1,100 units Boskalis
operates in around 75 countries across six continents. Including its share in
partnerships, Boskalis has approximately 15,600 employees.
This press release can also be found on our website

This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.


This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.

Source: Dockwise Ltd via Thomson Reuters ONE
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